8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Dec 20, 2023 · 2y ago · Accession 0000897101-23-000546
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Securities and Exchange Commission on November 3, 2023 (the “Proxy Statement”).
A copy of the ESPP, as amended to reflect the ESPP Amendment, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders
On December
14, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s
shareholders voted on the seven proposals described below. The proposals presented at the Annual Meeting are described in detail in the Proxy
Statement.
Of the
10,201,757 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 6,951,013, or 68.13%, of the outstanding shares,
were present either in person or by proxy.
The results
for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors Proposal
The following nominees were elected
to serve as directors for a term that will last until the Company’s 2024 Annual Meeting of Shareholders or until his or her successor
is duly elected and qualified. The voting with respect to the election of directors was as follows:
Nominee
Votes For
Withheld
Broker Non-Votes
Marilyn Adler
4,804,521
263,942
1,882,550
Thomas Holland
4,810,563
257,900
1,882,550
Scott Honour
3,236,932
1,831,531
1,882,550
Roger Lacey
4,699,291
369,172
1,882,550
Scott Maskin
4,734,797
333,666
1,882,550
Randall Sampson
4,806,733
261,730
1,882,550
Kyle Udseth
3,416,685
1,651,778
1,882,550
Proposal 2: Auditor Ratification Proposal
The Company’s shareholders
ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2023 by voting as follows:
For
Against
Abstain
6,703,791
50,775
196,447
Proposal 3: Authorized Share Amendment Proposal
The Company’s shareholders
did not approve the amendment of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized
shares of Common Stock from 75,000,000 to 112,500,000 by voting as follows:
For
Against
Abstain
Broker Non-Votes
3,170,824
1,882,767
14,872
1,882,550
Proposal 4: Proposal to Amend the 2022 Employee
Stock Purchase Plan
The Company’s shareholders
approved the amendment of the Company’s 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized
for issuance under the Plan from 200,000 to 500,000 shares by voting as follows:
For
Against
Abstain
Broker Non-Votes
4,653,720
401,820
12,923
1,882,550
Proposal 5: Reverse Stock Split Proposal
The Company’s shareholders
did not approve a reverse stock split of the outstanding shares of the Company’s common stock, at a ratio within a range of 1-for-2
to 1-for-15, as determined by the Board, by voting as follows:
For
Against
Abstain
5,889,031
1,017,262
44,720
Proposal 6: Private Placement Proposal
The Company’s shareholders
approved the potential approve the issuance of up to $20.0 million of securities in one or more
non- public offerings where the maximum discount at which securities will be offered will
be equivalent to a discount of up to 20% below the market price of the Common Stock in accordance with Nasdaq Listing Rule 5635(d)
by voting as follows:
For
Against
Abstain
Broker Non-Votes
4,191,765
829,762
46,936
1,882,550
Proposal 7: Adjournment Proposal
The Company’s shareholders
approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient
votes to approve any of the proposals at the time of the Annual Meeting by voting as follows:
For
Against
Abstain
3,946,730
2,911,576
92,707
Pursuant
to the approval of Proposal 7, and due to neither Proposal 3 nor Proposal 5 receiving sufficient votes for approval at the Annual Meeting,
the Company adjourned the Annual Meeting with respect to Proposals 3 and 5. During the period of the adjournment, the Company will continue
to solicit votes from its shareholders with respect to Proposal 3 and Proposal 5.
Shareholders
will be able to attend the reconvened Annual Meeting via live webcast at www.virtualshareholdermeeting.com/PEGY2023 on Friday,
December 29, 2023 at 9:00 a.m. Central Time. Shareholders who have already submitted their proxy do not need to resubmit their proxy.
Proxies previously submitted in respect of Proposals 3 and 5 for the Annual Meeting will be voted at the reconvened Annual Meeting as
indicated therein, unless properly revoked in accordance with the procedures described in the Proxy Statement. T he
record date for determining shareholders eligible to vote at the reconvened Annual Meeting will remain the close of business on October
30, 2023.
Item 9.01.
Financial Statements and Exhibits.
The following exhibits are
being filed with this Current Report on Form 8-K:
Exhibit No.
Description
10.1
Pineapple Energy Inc. 2022 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on November 3, 2023)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATUREs
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PINEAPPLE ENERGY INC
By:
/s/ Kyle J. Udseth
Kyle J. Udseth, Chief Executive Officer
Date: December 20, 2023
Filing details
- Company
- SUNation Energy, Inc.
- Ticker
- SUNE
- CIK
- 22701
- Form type
- 8-K
- Filing date
- Dec 20, 2023
- Report date
- Dec 14, 2023
- Document
- pegy231264_8k.htm
- Size
- 227 KB